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HomeMy Public PortalAbout2020.04.13 City of McCall General Service Agreement with Xerillion.docxTeams File Sharing Proposal for 1 DocuSign Envelope ID: 41A24013-F2D8-437E-9E1D-612F170DBEA2 Client Situation Xerillion Solution Contacts: Chris and Vlatko 85 users with Office 365 Government G5 + EMS E3 / 60 users with Domestic Calling Plan Everyone is on Windows 10 running Office 365 ProPlus; 1 Windows 7 users being migrated by end of February Using a mix of Skype/Teams for phone system w/ Yealink and Skype phones Email on Exchange Online and shared folders stored in on-premise file servers Looking to move shared folders into Teams Files; users are already setup with OneDrive and Client will migrate personal user folders Client interested in having users able to access shared and personal folders from Windows File Explorer Xerillion will become Client's Cloud Solution Provider to service, resell and support their Microsoft Cloud subscriptions NOTE:Xerillion will move forward with the project when Client is ready. Client's subscriptions through CDW end in October, and Client agrees to renew their subscriptions with Xerillion at that time. Xerillion will onboard Client's user and network settings for this project and future support requests; includes project scheduling, account management and a live training session on how to contact Xerillion's helpdesk for technical issues related to Office 365 Xerillion will setup Teams Files folder structure, user groups + permissions; Client indicated they will complete the Teams shared folder file migration and do not need training on this Client has setup OneDrive app and will setup OneDrive Sync for users to access personal files from Windows File Explorer and the Teams app; Client will migrate personal business files to each OneDrive app Xerillion will setup retention policy for files stored in the Microsoft Cloud Xerillion will provide live admin training sessions for Client's IT staff to learn more about the back-end systems work and administration for after the project is complete Xerillion will provide live user training sessions before file cutover to learn more about how to access, share and collaborate on files inside of Microsoft Teams and OneDrive Xerillion will setup Brainstorm video training platform for end users and activate Brainstorm subscriptions for each user; Client will be admin on their account and can activate/deactivate subscriptions as needed Client will be responsible for maintaining cloud system and Microsoft Teams portal notifications if they are not under Xerillion's Managed Services package Client will be billed at an hourly engineer rate for any changes made by the client or their vendors on the back-end systems related to Microsoft cloud systems that need to be remediated by a Xerillion engineer,and which were not consulted with Xerillion 2 DocuSign Envelope ID: 41A24013-F2D8-437E-9E1D-612F170DBEA2 The Microsoft 365 Transformer Product Name Why Important Price Per Unit Unit Quantity Line Item Total Office 365 System Check and Implementation Standard setup process for the Office 365 Services to make sure it is setup properly $995 System 1 $995 Local AD to Azure AD Sync Easy migration by copying and syncing existing user accounts from your Windows Server Active Directory to Azure Active Directory $395 System 0 Already done by Client Live Online Office 365 Training Orientation Orient your team on the changes to a migration to Office 365 $195 Session 3 $585 Live Online Office 365 Admin Orientation Training Orientation and overview with IT team for Office 365 Administration for Exchange Online and SharePoint Online. $595 Session 2 $1,190 Create Secured Shared Folders Setup secured shared department folders with SharePoint document libraries or Teams channel files. SharePoint document libraries will be secured at the document library level, Teams will be secured at the Teams grouping level. $695 System 1 $695 Migrate first 500GB data to shared folders Migrate existing company shared department folders up to 500GB $995 System 1 Done by Client The Microsoft 365 Transformer Base System Setup and Migration 3 DocuSign Envelope ID: 41A24013-F2D8-437E-9E1D-612F170DBEA2 The Microsoft 365 Transformer Migrate additional 500GB of shared folder data Migrate existing company shared department folders up to 500GB $895 500GB 3 Done by Client User file folders migration from file server, Google drive, Box/DropBox to OneDrive (up to 1TB) The setup, sync, management and cutover of your existing user folders up to 250GB $95 User 85 Done by Client OneDrive Setup Remove old OneDrive - install latest OneDrive App, configure for user to sync OneDrive and SharePoint document libraries (if applicable). $75 User 85 Already done by Client Safe Links and Safe Attachments Setup Protect users from malicious email links and attachments that pass through spam and virus filters with email link buffers and attachment detonation $595 System 0 $0 Domain Spoofing and DKIM Configuration Block people outside the company from appearing to send emails as you threatening or attempting to trick your users. DomainKeys Identified Mail (DKIM) vouches to other email systems that emails from you are really from you, reducing chances of going into spam. $595 System 0 $0 4 DocuSign Envelope ID: 41A24013-F2D8-437E-9E1D-612F170DBEA2 The Microsoft 365 Transformer Data Preservation and Retention Policy Setup Configure rules on email and document retention policies to preserve important files that must be retained and delete old emails and files that are no longer relevant and increase legal risk and cost $895 System 1 $895 Computer OS Version Upgrade (Windows 7 and Required for any Windows Home Edition Computers) Upgrading a computer from Windows 7 to 10 (recommend new computer if older than 3 years) $295 Device 1 Done by Client The Confident Onboard Process Onboarding the client for all users, all network settings inside ticketing system, and live training for all users on how to use Xerillion's Wow Helpdesk $795 Client 1 $795 Onboard Process for Office 365 user subscription management Onboarding the client for Microsoft cloud subscriptions and live training for Client admins on how to manage user subscriptions; allows Clients to manage their own subscriptions in a more user-friendly portal than Microsoft's Office 365 admin portal. Clients can access 90-day audit reports on user licenses and assignments for increased visibility. Quicker turnaround time on instant license changes and prorated billing for partial month usage. $150 Client 1 $150 Confident Cloud Advantage Computer Modernization 5 DocuSign Envelope ID: 41A24013-F2D8-437E-9E1D-612F170DBEA2 The Microsoft 365 Transformer The Team Capability Expander Setup the client with Xerillion's online video training system for the Microsoft 365 System.$595 Client 0 $0 $5,305Total 6 DocuSign Envelope ID: 41A24013-F2D8-437E-9E1D-612F170DBEA2 Microsoft 365 Monthly Product Name Notes Price Per Unit Unit Quantity Line Item Total Office 365 G5 $33.08 User 85 $2,812 Enterprise Mobility + Security E3 $8.27 User 85 $703 Additional Microsoft Cloud storage in SharePoint/Teams Files 20cents/GB additional storage in SharePoint document libraries/Teams Files / Client has 1TB default storage; includes additional 10GB/user pooled $0.20 GB 0 $0 Domestic Calling Plan Add on for the Microsoft Phone System, add 1 for general voicemail.$12.00 User 60 $720 Brainstorm Video Training Platform Subscription for each user enrolled in the Brainstorm training platform $3 User 60 $180 $4,415 Microsoft 365 Subscriptions Monthly Total 7 DocuSign Envelope ID: 41A24013-F2D8-437E-9E1D-612F170DBEA2 Proposal Summary Page $5,305 Total:$5,305 Project deposit due at signing:$2,653 Second payment due 30 days after:$2,653 Microsoft 365 Subscriptions $4,415 Total:$4,415 Name: Title: Company: Signature One-Time Monthly The Microsoft 365 Transformer Signature Important Performance Requirements: WindowsOS computers need to be upgraded to the latest build of Windows 10 Pro. Windows Home edition computers will need a one-time license upgrade to Windows Pro. Microsoft Office needs to be upgraded on each computer to the latest version. iOS and Android devices need to be updated to the latest version. MacOS computers need to be updated to the latest version. ISP router hardware older than 5 years needs to be replaced. Firewall hardware older than 5 years needs to be replaced and under manufacturer update and service plan. Switch and wireless access point hardware older than 5 years needs to be replaced. Firewall must have digital voice prioritization for the Microsoft Phone System Xerillion must have control over the client's firewall (versus a managed firewall from ISP) Xerillion will only install Yealink desk phones and headsets they sell -there are too many problems with 3rd party sellers -even with the same SKU's Non-compliant computers quoted for 8 Classified as Confidential DocuSign Envelope ID: 41A24013-F2D8-437E-9E1D-612F170DBEA2 Mayor City of McCall Bob Giles XERILLION CORPORATION GENERAL SERVICE AGREEMENT (Please email back to ClientService@Xerillion.com or fax to: 847.619.7278) Init. _____ Confidential Page 1 of 3 4/3/2020 This agreement contains the terms and conditions that apply to services provided by Xerillion Corporation (“Xerillion”) located at 440 W. Colfax St. #2018, Palatine, IL for City of McCall (“Client”) with an office located at 216 E. Park Street, McCall, ID. Both the parties agree to be bound and accept this agreement as applicable to the purchase of services from Xerillion. The Effective Date of this agreement is (Client to enter month/date/year) _______________________. 1. Xerillion General IT Services (the “Services”):  General User Helpdesk Support and After-Hours Support: remote helpdesk during normal business hours 7am to 5pm during normal business days Monday - Friday for a user’s PC’s, Macs, mobile devices. Extended helpdesk phone-in support requests outside normal business hours are covered on a 2 hour or less callback basis (typically 30 -60 minutes) 7 days a week from 6am to 10pm. Email-in support requests after normal business hours are provided the next business day. During the onboarding training staff will be trained on when/how to reach Xerillion to get the support they need.  Cloud Services (Microsoft 365) and Cloud Servers (Microsoft Azure) Support: If the Client has purchased Xerillion’s managed cloud services product (“The Confident Cloud Advantage”) Xerillion will apply a proactive proprietary routine review process and remediate all errors and alerts from that review. Xerillion will also provide full remediation for alerts, errors and outages that happen outside the routine review process. Alerts that happen overnight are handled by the on-call engineer with the goal of resolving the issue before the start of the next business day. If the Client has not purchased a managed cloud services support product, the Client understands that the Client, not Xerillion, will be reviewing and managing their cloud services and cloud servers. Xerillion will then be providing support on an as-needed/as-requested basis for the client on an hourly basis. Client will be billed at an hourly engineer rate for any changes made on the back-end system related to Office 365, Microsoft Intune and the Microsoft Teams phone system that need to be remediated by a Xerillion engineer.  On-Premises Server and Networking Systems Support: support for alerts, errors and outages for the Client’s on-premises servers, firewalls, switches, routers, modems and wireless access points (where support is not provided by other 3rd party vendors) provided by monitoring (if elected by the Client), or by phone-in. If the Client elects monitoring or a package that includes monitoring, the monitoring is done 24x7x365 by Xerillion’s NOC (network operations center). Alerts that happen overnight will be addressed by the engineer on-call with the goal of resolving the issue before the start of the next business day. If the Client has not purchased a managed services support product, the Client understands that the Client, not Xerillion, will be reviewing and managing their cloud services and cloud servers. Xerillion will then be providing support on an as-needed/as-requested basis for the client on an hourly basis.  On Call Rotation: each engineer at Xerillion rotates a week on-call for any after-hours helpdesk or systems support needs.  Vendor Support: Xerillion will work with a client’s 3rd party IT vendors (Internet service providers, phone service providers, business apps or websites, etc.) when issues or projects arise around business software, and specialized equipment connected to the computer network. DocuSign Envelope ID: 41A24013-F2D8-437E-9E1D-612F170DBEA2 4/13/2020 XERILLION CORPORATION GENERAL SERVICE AGREEMENT (Please email back to ClientService@Xerillion.com or fax to: 847.619.7278) Init. _____ Confidential Page 2 of 3 4/3/2020  Routine Service Reviews: If the Client has purchased a managed service product, Xerillion will schedule ongoing, typically monthly, IT service reviews with the Client’s management to review current IT work, past work, future projects with Xerillion Service Manager.  Virtual CIO Reviews: If the Client has purchased a managed service product, Xerillion will conduct ongoing, business technology reviews on a bi-annual or annual basis, where we review changes in the Client’s business and how we can use advancements in technology to build on their strengths, remove threats, and take advantage of opportunities.  Computer and Phone Setups: Xerillion will support the client with services for new phone setups, computer setups, computer moves, and setting up users on existing computers. These fees would be separate from a fixed-fee service package. Setting up a user on a new computer is $295. Setting up a user on a computer already running on the client’s Microsoft 365 tenant is $195. Setting up a new phone system user on a desk phone or the Teams app is $95.  Projects: Xerillion will support the client with professional services for new cloud services or cloud servers, new on-premise server and equipment installs, new software installs, new software upgrades, system removals or system reconfigurations. These fees would be separate from a fixed-fee service package.  Fees and Quotes: Xerillion will provide the Client with formal quotes for any IT service packages, hardware, software or subscriptions separate from this service agreement. Those quotes are approved individually.  Default Service Rate: Unless the Client has purchased Xerillion’s Confident Cloud Advantage managed services package, in a separate proposal for ongoing support services, the default as-needed service rate is currently $180/hour for general IT service and $250/hour for senior and project services, with a 15-minute remote minimum and a 2 hour onsite minimum. For onsite service, if the Client only has paid parking available, those parking fees will be passed on to the Client. Service rates are adjusted annually each spring in April. 2. Up-To-Date Equipment Agreement. Client agrees to budget for and make ongoing investments in their computer network to proactively ensure hardware and software is reasonably up-to-date and under manufacturer warranty and support. Doing so will ensure the computer network is more reliable and problems will be resolved quickly reducing downtime. If Xerillion identifies a particularly problematic piece of equipment or software, client agrees to work with Xerillion to upgrade, replace or remove equipment. 3. Term. This Agreement will commence as of the Effective Date and continue until terminated by either party in accordance with the terms and conditions of this Agreement. 4. Termination: This agreement can be terminated at any time by either party by email notification with 30 days’ notice. 5. Invoicing and Payment Terms: Xerillion will invoice Client once per month. Invoices are sent out promptly in the first week of the month. Client agrees to pay their invoices within 30 days of the invoice date. Client agrees to pay a 1.5% late fee on any invoice amount for which payment has not DocuSign Envelope ID: 41A24013-F2D8-437E-9E1D-612F170DBEA2 XERILLION CORPORATION GENERAL SERVICE AGREEMENT (Please email back to ClientService@Xerillion.com or fax to: 847.619.7278) Init. _____ Confidential Page 3 of 3 4/3/2020 been received every 30 days past 30 days. Xerillion has the right to immediately suspend services if any invoice goes 30 days unpaid. 6. Limitation of Liability: Except as expressly provided in this agreement and the limitations imposed on Xerillion and Client by Article 8, Sections 3 and 4 of the Idaho constitution, neither party will be liable for lost profits, lost revenues, lost business opportunities, interruption of business, data loss, or any other direct, special, incidental or consequential damages arising out of or related to this agreement. 7. Anti-Hire Clause: Without the prior written consent of the president of Xerillion or Client, neither party shall directly or indirectly hire the other’s past or present employees while this agreement is active, and for a period of 2 years after the termination of this agreement. 8. Confidentiality: Neither party nor their employees will disclose, distribute, or disseminate in any form to anyone information pertaining to Clients, vendors, processes, employee information, financial information, private information or any other proprietary information. Provided, however, Xerillion acknowledges that Client is an Idaho municipal corporation which is subject to the Idaho Public Records Act (Chapter 1, Title 74 Idaho Code) and that data and other records generated under this Agreement may be subject to disclosure. In the event that Client receives a public records request related to this Agreement and the services provided pursuant to the Agreement, Client will promptly notify Xerillion of the request(s) and Client’s intended response to the same. If Client determines the record or records are subject to disclosure and Xerillion disagrees, Client will have no obligation to withhold disclosure of the record unless Xerillion agrees to defend, indemnify, and hold Client harmless from any and all costs and fees associated with the refusal to disclose the record or records in question. Client at its option may require a cash deposit or irrevocable letter of credit or other surety acceptable to Client from Xerillion. Failure to provide the requested surety will constitute Xerillion’s consent to disclosure of the record(s). 9. Guarantee: If Client is not completely satisfied with services provided by Xerillion, Client can opt not to pay charges for those services. Client agrees to pay for any hardware, software or subscriptions purchased from and resold by Xerillion. Client agrees to provide notice by email within 30 days of the invoice date for service charges they are not paying for. 10. Governing Laws: Because Client is an Idaho local governmental entity, this agreement shall be governed by, construed and enforced in accordance with the laws of the State of Idaho. Wayne Chapin, President Name, Title Name, Title Signature - Xerillion Corporation Signature – City of McCall DocuSign Envelope ID: 41A24013-F2D8-437E-9E1D-612F170DBEA2 MayorBob Giles MCA2017Agr(NA)(ENG)(Sep20172) Page 1 of 9 Microsoft Cloud Agreement This Microsoft Cloud Agreement is entered into between the entity you represent, or, if you do not designate an entity in connection with a Subscription purchase or renewal, you individually (“Customer”), and Microsoft Corporation (“Microsoft”). It consists of the terms and conditions below, Use Rights, SLA, and all documents referenced within those documents (together, the “agreement”). It is effective on the date that your Reseller provisions your Subscription. Key terms are defined in Section 10. 1.Grants, rights and terms. All rights granted under this agreement are non-exclusive and non-transferable and apply as long as neither Customer nor any of its Affiliates is in material breach of this agreement. a.Software. Upon acceptance of each order, Microsoft grants Customer a limited right to use the Software in the quantities ordered. (i) Use Rights. The Use Rights in effect when Customer orders Software will apply to Customer’s use of the version of the Software that is current at the time. For future versions and new Software, the Use Rights in effect when those versions and Software are first released will apply. Changes Microsoft makes to the Use Rig hts for a particular version will not apply unless Customer chooses to have those changes apply. (ii) Temporary and perpetual licenses. Licenses available on a subscription basis are temporary. For all other licenses, the right to use Software becomes perpetual upon payment in full. b.Online Services. Customer may use the Online Services as provided in this agreement. (i) Online Services Terms. The Online Services Terms in effect when Customer orders or renews a subscription to an Online Service will apply for t he applicable subscription term. For Online Services that are billed periodically based on consumption, the Online Services Terms current at the start of each billing period will apply to usage during that period. (ii) Suspension. Microsoft may suspend use of an Online Service during Customer’s violation of the Acceptable Use Policy or failure to respond to a claim of alleged infringement. Microsoft will give Customer notice before suspending an Online Service when reasonable. (iii) End Users. Customer controls access by End Users, and is responsible for their use of the Product in accordance with this agreement. For example, Customer will ensure End Users comply with the Acceptable Use Policy. (iv) Customer Data. Customer is solely responsible for the content of all Customer Data. Customer will secure and maintain all rights in Customer Data necessary for Microsoft to provide the Online Services to Customer without violating the rights of any third party or otherwise obligating Microsoft to Customer or to any third party. Microsoft does not and will not assume any obligations with respect to Customer Data or to Customer’s use of the Product other than as expressly set forth in this agreement or as required by applicable law. (v) Responsibility for your accounts. Customer is responsible for maintaining the confidentiality of any non-public authentication credentials associated with Customer’s use of the Online Services. Customer must promptly notify customer support about any possible misuse of Customer’s accounts or authentication credentials or any security incident related to the Online Services. DocuSign Envelope ID: 41A24013-F2D8-437E-9E1D-612F170DBEA2 MCA2017Agr(NA)(ENG)(Sep20172) Page 2 of 9 c. License transfers. License transfers are not permitted, except that Customer may transfer only fully-paid perpetual licenses to (1) an Affiliate or (2) a third party, sol ely in connection with the transfer of hardware or employees to whom the licenses have been assigned to the third party as part of (a) a divestiture of all or part of an Affiliate or (b) a merger involving Customer or an Affiliate. Upon such transfer, Customer and its Affiliates must uninstall and discontinue using the licensed Product and render any copies unusable. Attempted license transfers that do not comply with this agreement are void. d. Reservation of rights. Products are protected by copyright and other intellectual property rights laws and international treaties. Microsoft reserves all rights not expressly granted in this agreement. No rights will be granted or implied by waiver or estoppel. Rights to access or use Software on a device do not give Customer any right to implement Microsoft patents or other Microsoft intellectual property in the device itself or in any other software or devices. e. Restrictions. Customer may use the Product only in accordance with this agreement. Customer may not (and is not licensed to): (1) reverse engineer, decompile or disassemble any Product or Fix, or attempt to do so; (2) install or use non-Microsoft software or technology in any way that would subject Microsoft’s intellectual property or technology to any other license terms; or (3) work around any technical limitations in a Product or Fix or restrictions in Product documentation. Customer may not disable, tamper with, or otherwise attempt to circumvent any billing mechanism that meters Customer’s use of the Online Services. Except as expressly permitted in this agreement or Product documentation, Customer may not distribute, sublicense, rent, lease, lend, resell or transfer and Products, in whole or in part, or use them to offer hosting services to a third party. f. Preview releases. Microsoft may make Previews available. Previews are provided “as-is,” “with all faults,” and “as-available,” and are excluded from the SLA and all limited warranties provided in this agreement. Previews may not be covered by customer support. Previews may be subject to reduced or different security, compliance, and privacy commitments, as further explained in the Online Services Terms and any additional notices provided with the Preview. Microsoft may change or discontinue Previews at any time without notice. Microsoft also may choose not to release a Preview into “General Availability.” g. Verifying compliance for Products. (i) Right to verify compliance. Customer must keep records relating to all use and distribution of Products by Customer and its Affiliates. Microsoft has the right, at its expense, to verify compliance with the Products’ license terms. Customer must promptly provide any information reasonably requested by the independent audito rs retained by Microsoft in furtherance of the verification, including access to systems running the Products and evidence of licenses for Products that Customer hosts, sublicenses, or distributes to third parties. Customer agrees to complete Microsoft’s self-audit process, which Microsoft may request as an alternative to a third party audit. (ii) Remedies for non-compliance. If verification or self-audit reveals any unlicensed use of Products, then within 30 days (1) Customer must order sufficient licenses to cover its use, and (2) if unlicensed use is 5% or more, Customer must reimburse Microsoft for the costs Microsoft incurred in verification and acquire the necessary additional licenses at 125% of the price, based on the then-current price last and customer price level. The unlicensed use percentage is based on the total number of licenses purchased for current use compared to the actual installed base. If there is no unlicensed use, Microsoft will not subject Customer to another verification for at least one year. By exercising the rights and procedures described above, Microsoft does not waive its rights to enforce this agreement or to protect its intellectual property by any other legal means. (iii) Verification process. Microsoft will notify Customer at least 30 days in advance of its intent to verify Customers’ compliance with the license terms for the Products Customer DocuSign Envelope ID: 41A24013-F2D8-437E-9E1D-612F170DBEA2 MCA2017Agr(NA)(ENG)(Sep20172) Page 3 of 9 and its Affiliates use or distribute. Microsoft will engage an independent auditor, which will be subject to a confidentiality obligation. Any information collected in the self-audit will be used solely for purposes of determining compliance. This verification will take place during normal business hours and in a manner that does not unreasonably interfere with Customer’s operations. 2. Subscriptions, ordering. a. Choosing a Reseller. Customer must choose and maintain a Reseller authorized within its region. If Microsoft or Reseller chooses to discontinue doing business with each other, Customer must choose a replacement Reseller or purchase a Subscription directly from Microsoft, which may require Customer to accept different terms. b. Available Subscription offers. The Subscription offers available to Customer will be established by its Reseller and generally can be categorized as one or a combination of the following: (i) Online Services Commitment Offering. Customer commits in advance to purchase a specific quantity of Online Services for use during a Term and to pay upfront or on a periodic basis for continued use of the Online Service. (ii) Consumption Offering (also called Pay-As-You-Go). Customer pays based on actual usage with no upfront commitment. (iii) Limited Offering. Customer receives a limited quantity of Online Services for a limited term without charge (for example, a free trial) or as part of another Microsoft offering (for example, MSDN). Provisions in this agreement with respect to the SLA and data retention may not apply. (iv) Software Commitment Offering. Customer commits in advance to purchase a specific quantity of Software for use during a Term and to pay upfront or on a periodic basis for continued use of the Software. c. Ordering. (i) Orders must be placed through Customer’s designated Reseller. Customer may place orders for its Affiliates under this agreement and grant its Affiliates administrative rights to manage the Subscription, but, Affiliates may not place orders under this agreement. Customer also may assign the rights granted under Section 1.a and 1.b to a third party for use by that third party in Customer’s internal business. If Customer grants any rights to Affiliates or third parties with respect to Software or Customer’s Subscription, such Affiliates or third parties will be bound by this agreement and Customer agrees to be jointly and severally liable for any actions of such Affiliates or third parties related to their use of the Products. (ii) Customer’s Reseller may permit Customer to modify the quantity of Online Services ordered during the Term of a Subscription. Additional quantities of Online Services added to a Subscription will expire at the end of that Subscription. d. Pricing and payment. Prices for each Product and any terms and conditions for invoicing and payment will be established by Customer’s Reseller. e. Renewal. (i) Upon renewal of a Subscription, Customer may be required to sign a new agreement, a supplemental agreement or an amendment to this agreement. (ii) Customer’s Subscription will automatically renew unless Customer provides its Reseller with notice of its intent not to renew prior to the expiration of the Term. DocuSign Envelope ID: 41A24013-F2D8-437E-9E1D-612F170DBEA2 MCA2017Agr(NA)(ENG)(Sep20172) Page 4 of 9 f. Eligibility for Academic, Government and Nonprofit versions. Customer agrees that if it is purchasing an academic, government or nonprofit offer, Customer meets the respective eligibility requirements listed at the following sites: (i) For academic offers, the requirements for educational institutions (including administrative offices or boards of education, public libraries, or public museums) listed at http://go.microsoft.com/academic; (ii) For government offers, the requirements listed at http://go.microsoft.com/government; and (iii) For nonprofit offers, the requirements listed at http://go.microsoft.com/nonprofit. Microsoft reserves the right to verify eligibility at any time and suspend the Online Service if the eligibility requirements are not met. g. Taxes. The parties are not liable for any of the taxes of the other party that the other party is legally obligated to pay and which are incurred or arise in connection with or re lated to the transactions contemplated under this agreement, and all such taxes will be the financial responsibility of the party who is obligated by operation of law to pay such tax. 3. Term, termination. a. Agreement term and termination. This agreement will remain in effect until the expiration or termination of Customer’s Subscription, whichever is earliest. Customer may terminate this agreement at any time by contacting its Reseller. The expiration or termination of this agreement will only terminate Customer’s right to place new orders for additional Products under this agreement. b. Termination for cause. If either party breaches this Agreement, the other party may terminate the breached agreement (in whole or in part, including orders) upon notice. If the breach is curable within 30 days, then the terminating party must provide 30 days’ notice to the breaching party and an opportunity to cure the breach. c. Cancel a Subscription. Customer’s Reseller will establish the terms and conditions, if any, upon which Customer may cancel a Subscription. 4. Security, privacy, and data protection. a. Reseller Administrator Access and Customer Data. Customer acknowledges and agrees that (i) once Customer has chosen a Reseller, that Reseller will be the primary administrator of the Online Services for the Term and will have administrative privileges and access to Customer Data, however, Customer may request additional administrator privileges from its Reseller; (ii) Customer can, at its sole discretion and at any time during the Term, terminate its Reseller’s administrative privileges; (iii) Reseller’s privacy practices with respect to Customer Data or any services provided by Reseller are subject to the terms of Customer’s agreement with its Reseller and may differ from Microsoft’s privacy practices; and (iv) Reseller may collect, use, transfer, disclose, and otherwise process Customer Data, including personal data. Customer consents to Microsoft providing Reseller with Customer Data and information that Customer provides to Microsoft for purposes of ordering, provisioning and administering the Online Services. b. Customer consents to the processing of personal information by Microsoft and its agents to facilitate the subject matter of this agreement. Customer may choose to provide personal information to Microsoft on behalf of third parties (including your contacts, resellers, distributors, administrators, and employees) as part of this agreement. Customer will obtain DocuSign Envelope ID: 41A24013-F2D8-437E-9E1D-612F170DBEA2 MCA2017Agr(NA)(ENG)(Sep20172) Page 5 of 9 all required consents from third parties under applicable privacy and data protection laws before providing personal information to Microsoft. c. Additional privacy and security details are in the Online Services Terms. The commitments made in the Online Services Terms only apply to the Online Services purcha sed under this agreement and not to any services or products provided by a Reseller. If Customer uses software or services that are hosted by a Reseller, that use will be subject to Reseller’s privacy practices, which may differ from Microsoft’s. d. As and to the extent required by law, Customer shall notify the individual users of the Online Services that their data may be processed for the purpose of disclosing it to law enforcement or other governmental authorities as directed by Reseller or as required b y law, and Customer shall obtain the users’ consent to the same. e. Customer appoints Reseller as its agent for purposes of interfacing with and providing instructions to Microsoft for purposes of this Section 4. 5. Warranties. a. Limited warranty. (i) Software. Microsoft warrants that each version of the Software will perform substantially as described in the applicable Product documentation for one year from the date Customer is first licensed for that version. If it does not, and Customer notifies Microsoft within the warranty term, then Microsoft will, at its option, (1) return the price Customer paid for the Software license or (2) repair or replace the Software. (ii) Online Services. Microsoft warrants that each Online Service will perform in accordance with the applicable SLA during Customer’s use. Customer’s remedies for breach of this warranty are in the SLA. The remedies above are Customer’s sole remedies for breach of the warranties in this section. Customer waives any breach of warranty claims not made during the warranty period. b. Exclusions. The warranties in this agreement do not apply to problems caused by accident, abuse or use inconsistent with this agreement, including failure to meet minimum system requirements. These warranties do not apply to free or trial products, Previews, Limited Offerings, or to components of Products that Customer is permitted to redistribute. c. Disclaimer. Except for the limited warranties above, Microsoft provides no warranties or conditions for Products and disclaims any other express, implied, or statutory warranties for Products, including warranties of quality, title, non-infringement, merchantability and fitness for a particular purpose. 6. Defense of third party claims. The parties will defend each other against the third-party claims described in this section and will pay the amount of any resulting adverse final judgment or approved settlement, but only if the defending party is promptly notified in writing of the claim and has the right to control the defense an d any settlement of it. The party being defended must provide the defending party with all requested assistance, information, and authority. The defending party will reimburse the other party for reasonable out-of-pocket expenses it incurs in providing assistance. This section describes the parties’ sole remedies and entire liability for such claims. a. By Microsoft. Microsoft will defend Customer against any third-party claim to the extent it alleges that a Product or Fix made available by Microsoft for a fee and used within the scope of the license granted under this agreement (unmodified from the form provided by Microsoft DocuSign Envelope ID: 41A24013-F2D8-437E-9E1D-612F170DBEA2 MCA2017Agr(NA)(ENG)(Sep20172) Page 6 of 9 and not combined with anything else), misappropriates a trade secret or directly infringes a patent, copyright, trademark or other proprietary right of a third party. If Microsoft is unable to resolve a claim of infringement under commercially reasonable terms, it may, as its option, either: (1) modify or replace the Product or fix with a functional equivalent; or (2) terminate Customer’s license and refund any prepaid license fees (less depreciation on a five-year, straight-line basis) for perpetual licenses and any amount paid for Online Services for any usage period after the termination date. Microsoft will not be liable for any claims or damages due to Customer’s continued use of a Product or Fix after being notified to stop due to a third - party claim. b. By Customer. To the extent permitted by applicable law, Customer will defen d Microsoft against any third-party claim to the extent it alleges that: (1) any Customer Data or non- Microsoft software hosted in an Online Service by Microsoft on Customer’s behalf misappropriates a trade secret or directly infringes a patent, copyright, trademark, or other proprietary right of a third party; or (2) Customer’s use of any Product or Fix, alone or in combination with anything else, violates the law or harms a third party. 7. Limitation of liability. For each Product, each party’s maximum, aggregate liability to the other under this agreement is limited to direct damages finally awarded in an amount not to exceed the amounts Customer was required to pay for the applicable Products during the term of this agreement, subject to the following: a. Online Services. For Online Services, Microsoft’s maximum liability to Customer for any incident giving rise to a claim will not exceed the amount Customer paid for the Online Service during the 12 months before the incident; provided that in no event will Microsoft’s aggregate liability for any Online Service exceed the amount paid for that Online Service during the Subscription. b. Free Products and distributable code. For Products provided free of charge and code that Customer is authorized to redistribute to third parties without separate payment to Microsoft, Microsoft’s liability is limited to direct damages finally awarded up to US$5,000. c. Exclusions. In no event will either party be liable for loss of revenue or indirect, special, incidental, consequential, punitive, or exemplary damages, or damages for loss of use, lost profits, revenues, business interruption, or loss of business information, however caused or on any theory of liability. d. Exceptions. The limits of liability in this section apply to the fullest extent permitted by applicable law, but do not apply to: (1) the parties' obligations under section 6; or (2) violation of the other's intellectual property rights. 8. Support and Professional Services. Customer’s Reseller will provide details on support services available for Products purchased under this agreement. Support services may be performed by Reseller or its designee, which in some cases may be Microsoft. If Customer purchases Professional Services under this agreement, the performance of those Professional Services will be subject to the terms and conditions in the Use Rights. 9. Miscellaneous. a. Notices. You must send notices by mail, return receipt requested, to the address below. DocuSign Envelope ID: 41A24013-F2D8-437E-9E1D-612F170DBEA2 MCA2017Agr(NA)(ENG)(Sep20172) Page 7 of 9 Notices should be sent to: Microsoft Corporation Volume Licensing Group One Microsoft Way Redmond, WA 98052 USA Via Facsimile: (425) 936-7329 You agree to receive electronic notices from us, which will be sent by email to the account administrator(s) named for your Subscription. Notices are effective on the date on the return receipt or, for email, when sent. You are responsible for ensuring t hat the email address for the account administrator(s) named for your Subscription is accurate and current. Any email notice that we send to that email address will be effective when sent, whether or not you actually receive the email. b. Assignment. You may not assign this agreement either in whole or in part. Microsoft may transfer this agreement without your consent, but only to one of Microsoft’s Affiliates. Any prohibited assignment is void. c. Severability. If any part of this agreement is held unenforceable, the rest remains in full force and effect. d. Waiver. Failure to enforce any provision of this agreement will not constitute a waiver. e. No agency. This agreement does not create an agency, partnership, or joint venture. f. No third-party beneficiaries. There are no third-party beneficiaries to this agreement. g. Use of contractors. Microsoft may use contractors to perform services, but will be responsible for their performance, subject to the terms of this agreement. h. Microsoft as an independent contractor. The parties are independent contractors. Customer and Microsoft each may develop products independently without using the other’s confidential information. i. Agreement not exclusive. Customer is free to enter into agreements to license, use or promote non-Microsoft products or services. j. Applicable law and venue. This agreement is governed by Washington law, without regard to its conflict of laws principles, except that (i) if you are a U.S. Government entity, this agreement is governed by the laws of the United States, and (ii) if you are a state or local government entity in the United States, this agreement is governed by the laws of that state. Any action to enforce this agreement must be brought in the State of Washington. This choice of jurisdiction does not prevent either party from seeking injunctive relief in any appropriate jurisdiction with respect to violation of intellectual property rights. k. Entire agreement. This agreement is the entire agreement concerning its subject matter and supersedes any prior or concurrent communications. In the case of a conflict between any documents in this agreement that is not expressly resolved in those documents, their terms will control in the following order of descending priority: (1) this agreement, (2) the Product Terms, (3) the Online Services Terms, and (4) any other documents in this agreement. l. Survival. All provisions survive termination of this agreement except those requiring performance only during the term of the agreement. DocuSign Envelope ID: 41A24013-F2D8-437E-9E1D-612F170DBEA2 MCA2017Agr(NA)(ENG)(Sep20172) Page 8 of 9 m. U.S. export jurisdiction. Products are subject to U.S. export jurisdiction. Customer must comply with all applicable international and national laws, including the U.S. Export Administration Regulations, the International Traffic in Arms Regulations, and end-user, end- use and destination restrictions issued by U.S. and other governments related to Microsoft products, services, and technologies. n. Force majeure. Neither party will be liable for any failure in performance due to causes beyond that party’s reasonable control (such as fire, explosion, power blackout, earthquake, flood, severe storms, strike, embargo, labor disputes, acts of civil or military authority, war, terrorism (including cyber terrorism), acts of God, acts or omissions of Internet traffi c carriers, actions or omissions of regulatory or governmental bodies (including the passage of laws or regulations or other acts of government that impact the delivery of Online Services)). This Section will not, however, apply to your payment obligations under this agreement. o. Contracting authority. If you are an individual accepting these terms on behalf of an entity, you represent that you have the legal authority to enter into this agreement on that entity’s behalf. 10. Definitions. Any reference in this agreement to “day” will be a calendar day. “Acceptable Use Policy” is set forth in the Online Services Terms. “Affiliate” means any legal entity that a party owns, that owns a party, or that is under common ownership with a party. “Ownership” means, for purposes of this definition, control of more than a 50% interest in an entity. “Consumption Offering”, “Commitment Offering”, or “Limited Offering” describe categories of Subscription offers and are defined in Section 2. “Customer Data” is defined in the Online Services Terms. “End User” means any person you permit to access Customer Data hosted in the Online Services or otherwise use the Online Services. “Fix” means a Product fix, modifications or enhancements, or their derivatives, that Micros oft either releases generally (such as Product service packs) or provides to Customer to address a specific issue. “Licensing Site” means http://www.microsoft.com/licensing/contracts or a successor site. “Non-Microsoft Product” is defined in the Online Services Terms. “Online Services” means any of the Microsoft-hosted online services subscribed to by Customer under this agreement, including Microsoft Dynamics Online Services, Office 365 Services, Microsoft Azure Services, or Microsoft Intune Online Services. “Online Services Terms” means the additional terms that apply to Customer’s use of Online Services published on the Licensing Site and updated from time to time. “Previews” means preview, beta, or other pre-release version or feature of the Online Services or Software offered by Microsoft to obtain customer feedback. “Product” means all products identified in the Product Terms, such as all Software, Online Services and other web-based services, including Previews. “Product Terms” means the document that provides information about Microsoft Products and Professional Services available through volume licensing. The Product Terms document is published on the Licensing Site and is updated from time to time. DocuSign Envelope ID: 41A24013-F2D8-437E-9E1D-612F170DBEA2 MCA2017Agr(NA)(ENG)(Sep20172) Page 9 of 9 “Professional Services” means Product support services and M icrosoft consulting services provided to Customer under this agreement. “Professional Services” does not include Online Services. “Reseller” means an entity authorized by Microsoft to resell Software licenses and Online Service Subscriptions under this program and engaged by you to provide assistance with your Subscription. “SLA” means Service Level Agreement, which specifies the minimum service level for the Online Services and is published on the Licensing Site. “Software” means licensed copies of Microsoft software identified on the Product Terms. Software does not include Online Services, but Software may be a part of an Online Service . “Subscription” means an enrollment for Online Services for a defined Term as established by your Reseller. “Term” means the duration of a Subscription (e.g., 30 days or 12 months). “Use Rights” means the use rights or terms of service for each Product published on the Licensing Site and updated from time to time. The Use Rights supersede the terms of any end us er license agreement that accompanies a Product. The Use Rights for Software are published by Microsoft in the Product Terms. The Use Rights for Online Services are published in the Online Services Terms. Name ________________________ Title _________ Signature _____________________ Date _________ DocuSign Envelope ID: 41A24013-F2D8-437E-9E1D-612F170DBEA2 Bob Giles 4/13/2020 Mayor